Like a Sex Machine
by cleverpun0
Summary: When Rarity wakes up to find she has become a changeling, she is mildly upset, but rapidly realizes that she'll never have to worry about a shortage of sex again... oh, and romance I guess. Mostly sex, though. Like really, a lot of it. Her only problem; who should she seduce first? And in which order shall she shag everypony else?
1. Get Up

Like a Sex Machine

BY: cleverpun

As Rarity practiced her newfound powers in front of the mirror, she was amazed at how easy it was. All she had to was picture a pony in her mind, concentrate a little, and then after a little burst of green fire there it was in the mirror. She ran her hooves over her body yet again. Even she couldn't tell that there was anything different, that underneath her coat was dirty dark fur and a few moth eaten appendages.

Oh certainly she had been a little shocked upon waking up and having the body of a changeling, but as she sat in front of her mirror, cycling through as many different ponies as she could bring to mind, each disguise as perfect as the last, she really couldn't find a reason to be bothered by it at all.

She returned her appearance to her usual pristine state, and she headed out of her door with one thought on her mind…

Who was she going to bang first?

"Knock, knock, anyone home?"

"Oh hi Rarity! What brings you to the library today?"

"Oh, nothing much… is Spike around?"

"No, he left to help Pinkie with some baking. Their oven is on the fritz or something."

"Perfect." Rarity sauntered in, quietly locking the door behind her. "I was just wondering Twilight, silly question, what would your perfect stallion be like?"

"Well, gee, I never really thought about it…" Twilight calmly continued shelving books. "I guess I'd want them to be smart, sophisticated, self-sufficient, but still capable of appreciating all the time we spent together..."

_Never thought about it my left hoof…_ Rarity chuckled to herself.

"Mhm, and what about… physically?"

Twilight blushed a little. "Uh, what's with the quiz Rarity?"

"Oh come on Twilight, humor me a little; a perfect stallion walks in your door and offers to have sex with you, no strings attached. What does he look like…?"

Twilight was really blushing now, although she continued shelving books in a rather futile attempt to hide her embarrassment.

"I uh… really never thought about it… much…"

"Maybe he looks like your brother? The big, strong, powerful type? Ooh, he looks exactly like your brother? You naughty girl you…"

"What!? Ew, no."

"Maybe he's the petite type then? Sauve, nicely dressed. He doesn't work out, but he's so charismatic and well put together that it doesn't matter?"

"Well…"

"Or maybe you can split the difference, and he's built like Big Mac… We've all though about him you know Twilight…"

"Ok… Rarity, you're starting to creep me out a little…" Twilight finally turned around, but instead of Rarity there was large, well-built stallion waiting for her, built like Shining Armor but wearing an impeccable suit and tie.

"Rarity, what the…!?"

"Too big?"

A curtain of green fire flared around her, and Rarity slowly shrunk down until she was your average-sized colt.

"I don't…" And then it dawned on her. "Green fire…"

"Yep, I'm a changeling now."

"Rarity, how in Celestia did this happen!?"

"I honestly have no idea, just woke up like this."

"We have to get you some help!"

"What for Twilight?" Rarity shifted her appearance again, and again. "I can look however I like, and I'm still the same pony as ever." Rarity had cycled through about half the town's stallions by now, and some of them had clearly gotten Twilight interested. "I'm just a little hornier than usual is all. Guess that Chrysalis wasn't joking about feeding on love…" She cycled through Big Mac, and Shining Armor, and a dozen others, Twilight merely sitting there.

"Just think Twilight, anypony you want. Right here, right now. I mean, I know you are a virgin, but I'll be gentle, I promise."

"What, I'm not a v-virgin…"

Rarity let out one of her trademark condescending laughs.

"Oh sure you aren't. Ooh, maybe you like mares then?" Rarity started going through all of their friends, the mayor… "Or maybe you have a mentor, big sister thing going on with Celestia?" She towered over Twilight for a moment as she changed disguises again. "Or did you get a crush on Princess Luna during Nightmare Night?" The blue light playing across Twilight's face made Rarity hornier than ever. "Come on, anypony you want, right here, right now, it's just that easy. I could even be myself if you like." She returned to her normal appearance, and reached in to caress Twilight's cheek.

Twilight stood there contemplating for a moment, but as a virgin nerd, she never really stood a chance.

"Ok… You know what, fine. I want Pinkie Pie, but as a stallion, and with Celestia's manecut."

Rarity chuckled again. "Oh you virgins really do spend _far_ too much time on the ponynet…" She complied easily though, and as stallion!Pinkie swept her rainbow mane out of her face and approached Twilight's body, Twilight secretly thought to herself…

_AWESOME._

Outside the library Chrysalis waited patiently on a cloud, disguised as some pegasi or other. Surely it could not take this long to corrupt somepony and turn them into a changeling? She'd seen plays that took less time than this!

Suddenly she heard the sound of creaking wood and moaning inside. Yes, finally some fisticuffs and shoving ponies into cocoons. Took that white derp long enough.

She floated down to a window, and as she gazed inside, she promptly realized that this wasn't a proper mind rape and corruption. And was that a pink stallion… And against the bookshelf? Man they were really going at it. Several of the books had already been knocked out of the wall. Suddenly struck with modesty, she covered her face with a hoof and flew out of sight.

The banging continued, in every sense of the word, for quite some time, the moans from both ponies varying in volume as they changed speed, direction, and location. By the time the second hour had passed Chrysalis could only sit there and facepalm repeatedly.

"This is not what I had in mind at ALL…"

Finally, after who knows how long, Rarity emerged from the building, sweaty and limping slightly.

"Well, that was fun, now who should I do next… I bet Fluttershy has some pretty kinky tastes, but Rainbow Dash we might be able to do it in mid-air..!"

Rarity walked off, and as Queen Chrysalis watched her go and noted the distinctly non-changeling, though quite exhausted Twilight Sparkle, she could only feel a mixture of surprise and confusion.

"I really need to think out my plans more carefully next time…"


	2. Shake Your Arm

**Shake Your Arm**

BY: cleverpun

"Oh… oh my!"

Fluttershy clung onto her bed as Rarity continued thrusting, each push pressing her a bit deeper into her mattress.

"Ungh, come now F-fluttershy; you're, uh, the one whooo wanted, uh, Big Mac with, ha, dog equipment." Rarity was grunting heavily as she continued to piston in and out of the pegasus. "Stop being so-ho… unenthused!"

"Oh..no-ho it's nice… re-heally. But, uhm, could you go, a li-hittle faster? If it's… huh not too mu-huch trouble?"

Rarity grinned. She took her hooves off Fluttershy's shoulders and grabbed the bed for extra leverage. "Well, since you asked so nicely…" She whispered.

Her thrusts became faster and shorter. Faster and shorter, and faster and faster and…

"Oh MY!" Fluttershy started moaning louder. "Now pu-hull my mane!"

"What?"

"Pull it and, ah, ta-halk dirty to me!"

Rarity tried to shrug, but didn't want to lose her tenuous grip on the covers, or her balance.

"Fine, huh-how do you l-like this you demure bitch?" Rarity tugged on Fluttershy's mane with her mouth.

"H-h-harder! I-I'm.. ha.. ooh."

Rarity couldn't help but roll her eyes. Man, that ponynet… One of these days she'd have to give all her ex-virgin friends a stern talking to about unrealistic expectations.

Meanwhile, outside Fluttershy's window, Chrysalis was smacking her head against the wall, the rhythm oddly coinciding with the sounds of lovemaking coming from within.

_I just… I just don't even…_

She stopped pounding her head, worried it might bruise.

_I used all my magic turning her into a changeling, and instead of changing her friends, she goes on a sexual spree… I need to do something or…_

Her thoughts were interrupted by a series of loud moans from inside as Fluttershy finally lost it. After a few more minutes of wet slapping sounds Rarity finished just as noisily. The moans and groans died down and were replaced by heavy, rhythmic breathing.

_Geez, finally, they've only been at it for the last hour…_ Chrysalis flew down to the ground; she wasn't going to let that inept hedonist derail her carefully constructed plan.

"Ha-ha-ha… Rarity that was… amazing…" Fluttershy was still slumped on her bed, a noticeable blotch of sweat on her bedsheet, her pink hair splayed out around her face like a very messy halo, or a paintbrush that hadn't been put away that carefully.

"Anytime dear. And I do mean _any_time." Rarity bathed herself in green flames, and was soon back to her normal white and purple appearance. She bit her lower lip, the limp, exhausted Fluttershy still a very tempting target…

_Nono, plenty of time for a repeat performance later, still have most of the town to go through…_

Rarity wiped some of the sweat off her brow, and limped down the stairs to get herself some water.

"Finally! Took your sweet time!"

The irate grey Pegasus surprised Rarity, but not for long.

"And who, exactly, are you?"

"Oh, right…"

A ring of green flames flew across the strange pony, until standing in her place was the towering, black form of Queen Chrysalis.

"Ah, I see, right."

"You're not surprised?"

"Well, I woke up as a changeling, I figured you had something to do with it. Thanks by the way!"

"Hnngggggggg." Chrysalis smacked herself in the face with her hoof. "Look you marshmallow-colored nympho, I didn't turn you into a changeling so you could fornicate with the entire town-!"

"Oh, it's been more than fornicating so far! Trust me." Rarity licked her lips as she remembered her recent meals.

"Shut up! I turned you into a changeling so you could transform your friends! And instead you…"

"I can assure you that have been transformed by their experiences. I'm beginning to suspect my entire circle of friends are virgins…"

"I don't understand. I'm supposed to have a mental link with all my minions. I meant to leave you _some_ individuality but…"

"If you wanted to take over the town, you hardly needed me dearie, I mean, there's nothing like some… mmm kinky sex with somepony to make them do whatever you want." She made a few small pelvic motions as she explained it.

"Changelings do not reproduce that way!"

"Hasn't stopped me so far!"

Chrysalis took a deep breath and slowly exhaled. "You are giving me a headache…"

"Wait a moment… are you telling me you've never had sex?"

"Of course not, the changeling reproductive cycle does not need such a messy…"

"Ohohoho, I should've known as soon as you used the word 'fornicate' unironically! No wonder you're so highly strung!" Rarity began to giggle quietly.

Chrysalis began to blush despite herself. "I do not require such…"

"And you even had all that time alone with Shining Armor…"

"Be quiet! I spent all my energy transforming you, and you're going to help me with my plan whether you like it or not!" Chrysalis fired a bolt of green energy at Rarity, but Rarity deflected it easily with a burst of her own magic.

Chrysalis' face fell.

_Uh oh._

"Queenie, I'm going to do you a favor. I was going to stop by Rainbow Dash's house next, but clearly you need it more…"

Chrysalis turned to run, but she suddenly felt a heavy pressure on her neck and fell to the floor.

"What the…" She saw a glowing band of blue energy circling her neck, and similar ones quickly formed around her hooves.

"Release me this instant!"

"Oh don't you worry, we'll get some release soon enough… You really should be thanking me, I'm being quite generous."

Chrysalis felt herself being lifted off the ground, being carried, and soon found herself splayed across Fluttershy's couch.

"I may have underestimated how much energy you siphoned from your friends, but I am still the Queen of the Changelings, and I will not be treated this way by my subordinates!" She struggled at her magical restraints, but nothing happened.

"You know you won't enjoy it unless you relax. Just lie back, don't fight it. I promise I'll be gentle. Unless you request otherwise of course…"

Chrysalis' ego started to falter… As a changeling she was incapable of understanding a lot of pony-specific social situations, but from what she had heard rape was a rather unpleasant experience…

"Let… me…go…!" The manacles remained motionless.

"I know you're not big on love, but I'm sure you know about aesthetics… What would you prefer I look like?" A burst of green light and Celestia was standing in Rarity's place.

Chrysalis responded with a loud, snake-like hiss.

"Right, guess you wouldn't like Celestia… I suppose the same would go for Shining Armor and Cadence… How about Luna? No, better, Nightmare Moon!"

Rarity changed disguises, and playfully tossed her sparkly blue mane, but Chrysalis remained silent, still trying to squirm out of her binds.

"Nothing eh? Ooh, I know, how about we ease into things with some communal clopping?"

Rarity, still disguised as Nightmare Moon, summoned a pillow with her telekinesis, and sat down, slowly rubbing herself as she tried to think of something adequately sexy.

"Mmmm, come on now Queenie, don't tell me you've never clopped off either?"

Chrysalis blushed, still annoyed by Rarity's condescending attitude. "I told you changelings don't…"

"Yes, yes, but you can still feel, oooh, physical pleasure I'm sure. You transforming me certainly hasn't hampered my libido…"

"So I noticed…" She tried to be insulting, but Rarity was clearly not paying much attention to her, instead thinking of all the things she had done, and was going to do, to her friends. Rarity began to move her hoof faster, and Chrysalis couldn't help but watch, her anger slowly being supplanted by curiosity…

Rarity noticed the Queen's piqued interest, and moved one of the magic handcuffs down to the Queen's groin, her hoof reluctantly dragged along.

"Hng, stop that!"

"Just try it, you'll enjoy yourself I promise. Might be a little more comfortable if you change your appearance though, that sofa is a tad small."

As Rarity forced Chrysalis to start rubbing herself, she reluctantly complied. Her body shrunk, green fire shrouding her appearance, the restraints shrinking to fit her new body.

As the flames faded, Princess Cadence stood in Chrysalis' place, her hoof beginning to slowly pick up speed against her will, and not entirely because of telekinesis either.

Rarity sensed the changeling's building desire, and let the glowing shackle gradually fade, the other four relaxing but not vanishing.

The two of them sat there, furiously building momentum, and as Rarity let out a massive moan of pleasure she saw the pink "princess" breathing heavily.

Rarity tore her hooves away from her nethers and stood up. Too lazy to change her disguise she settled for changing her equipage and sauntered over to the still masturbating mare.

Chrysalis had become just engrossed enough with her own body that she didn't notice the towering black pony approaching her until it was too late to complain. When she opened her eyes she was greeted with the sight of a frankly huge, erect member just inches away from her face.

"Ugh, blegh, that smells horrible!"

"Where do you want it?"

"Uh, what?"

"*_Sigh*_… Right, I forgot you can't be vague with virgins." Rarity grinned mischievously, leaning in close to Chrysalis' face. "Which of your holes should I put it in?"

"I thought there was only the one option…"

Rarity rolled her eyes in as big a circle as they could possibly go. "You ageless forces of Equestria are so naïve. I hope Celestia and Luna aren't this bad when I do them… Fine, we'll keep it missionary for the delicate virgin…"

"I'm not-!" But her protest was interrupted by Rarity plunging into her. Forcefully. Repeatedly.

A few feet away, Fluttershy was drinking some water and enjoying the show. She had recovered a little while ago, but watching Nightmare Moon and Cadence go at it was making her tired just watching… The cushions were already coming loose. She wasn't really into mares, she had _insisted_ that to Rarity earlier, but damn this was graphic. Her hoof started to drift slowly south without her even realizing it. She didn't clop too often, another thing she had _insisted_ to Rarity, but well, they were giving her plenty of reason to now.

Chrysalis meanwhile, had lost track of what was going on. Rarity was doing all the work, she was just lost in a ludicrous pleasurable blur. She was oblivious to the passage of time, to Fluttershy watching them both, to the animals she knew were hiding in the various nooks and crannies, and honestly to most of Rarity's body.

And then, after what could have been 5 minutes or 5 days, suddenly she felt Rarity… withdraw, and it was like waking from the world's best dream. She was suddenly aware of her own body, still disguised as Cadence, breathing heavily, sweat everywhere…

"So, how was it Queenie?"

"Hu-hu-hu-hu, wow…" Those were the only words that made it out through all the panting.

"That's what I thought!" Rarity was rather fatigued herself, but she finally bothered to shift her disguise back to usual self. "Fluttershy, are you still back there?"

"One… moment… almost…" Fluttershy gasped, and slowly rose from behind her kitchen island. "Hu-hu-hu, yes?"

"Could you grab Queenie and I a glass of water? And then take her up to your room? I noticed that box of sex toys in your closet…"

"Oh, uh, w-what sex toys…"

"Fluttershy, I think we're past modesty at this point dear. Just take her up there and keep an eye on her; I'm certain they'll keep her busy enough that she won't cause any trouble…"

"Oh, uhm, are you sure that's a good idea? She did kind of try and take over Canterlot and all…"

Rarity grabbed the water from Fluttershy and walked over to Chrysalis.

"Drink this. Now Queenie, my friend Fluttershy is going to keep an eye on you while I go out. If you behave yourself while I'm gone, none of these domination plots or draining ponies, I'll be sure to make some personal time for you later…"

Chrysalis nodded weakly.

"Marvelous." Rarity chugged her glass of water and then flung it over her shoulder. "Alright Fluttershy I'm off, maybe I'll stop by the mayor's office before I visit Rainbow and… _convince_ her that Chrysalis isn't a threat…"

Rarity walked out the door. Chrysalis, who still hadn't bothered to drop her disguise, turned to Fluttershy.

"So, uhm, about those sex toys?"


	3. Use Your Form

**Use Your Form**

BY: cleverpun

"Hello? Anypony home?" Applejack knocked on Twilight's door again. "I hear somepony breathin' heavy, is everything okay?"

"BUSY. GO AWAY." Twilight's abrupt response caught AJ off-guard.

"Are you sure? You sound like…"

"YES. GO AWAY."

Applejack scratched her head and walked off.

"That's a bit weird. Normally Twilight isn't busy, always buried in some book. And I haven't seen her buy a treadmill or anything lately. Jogging in place maybe?" The orange pony shrugged. "If she doesn't wanna be bothered while exercising I guess that's not that odd. Maybe Fluttershy will know where Rarity is…"

It was a little busy on main street, but Applejack still made good time to Fluttershy's cottage. The clear weather made the walk relaxing anyway.

When she arrived she noticed that the place was oddly quiet. Normally animals would be all over the place around this time.

"Fluttershy, you home?" She knocked on the door loudly, and in a few moments Fluttershy answered, although she didn't open the door very far.

"Oh, there you are. Have you seen Rarity? She was supposed t' help me with some… Are you okay?"

"Oh, yes, of course, never better."

"Are you sure? You look kind of… winded."

"Oh, it's nothing. I just had to... break up a fight between my animals earlier. They were really going at it."

"Uh… alright."

"I mean, really. Nonstop for almost an hour. All over the house. It was really… intense." Fluttershy looked dreamily off at something, scratching her back leg with her other one. Applejack followed her gaze but didn't see anything, slightly confused.

"Well, I'm glad you broke it up then. Now about Rarity…"

Suddenly Applejack's ear twitched, as she heard a familiar noise coming from the top floor. "Is that, somepony breathin' heavy upstairs?"

"Oh, that… it's nothing."

"Are you sure? They sound pretty tired."

"It's just Angel doing Zumb… Yog… He's just doing his daily exercises. Trust me, you don't need to go up there."

Applejack eyed the yellow pony suspiciously for a moment, but couldn't think of any reason to distrust her friend.

"Rrrright… So anyway, I was just wondering if you knew where Rarity was, she promised she'd help me with somethin' today and I can't find her anywhere."

"Oh, I think she was heading to Rainbow Dash's house."

"Ah, good, thanks." AJ turned to leave.

"Oh, and if you see her, tell her… uhm, that I'm still thinking about her."

"What?"

But Fluttershy quickly shut her door, and Applejack had no choice but to scratch her head again and head off toward Dash's house.

Fluttershy went right back up to her bedroom, where Chrysalis was clopping furiously.

"That was close. Next time you hear the doorbell try and keep it down…"

"Doorbell? Ha-huh. Didn't notice it…" Chrysalis summoned another dildo from the nearby box, and Fluttershy bit her lower lip as she watched the black changeling… well, to be honest she didn't even know what to call the act; she was sure there was at least three dildos in various places. Applejack's interruption had dulled her libido slightly, but watching Chrysalis go at it… it quickly started up again.

"Uhm… Could you disguise yourself as somepony? Like Big Mac or Shining Armor… I mean, not that you're unattractive or anything, but, you know, if you want…"

_Twilight as a stallion, in a Wonderbolts uniform... Why had Rainbow Dash thought this was a good idea?_ Rarity thought to herself as she continued thrusting into Rainbow Dash. She was getting chafed in all the wrong places, the fabric was distracting, and it was a little too tight in the groin area. Admittedly, that might not have been entirely the outfit's fault…

She felt Dash tap her flank, which meant she was running out of air again. She sighed a little, then backed away until she felt herself slide all the way out of Dash's mouth. There was the faintest "pop" and Rainbow gasped, took a deep breath, and coughed a little, in that order.

"Honestly Rainbow, I told you it takes practice. Stop being such a show-off and turn around."

The cerulean pony licked her lips. "But it just tastes soo awesome. Plus I'm not even that full."

"Well, I think I know what to do about that… turn around."

"C'mon Twi- I mean… Rarity, I got this."

"Well, you know if I do it in your butt, you can taste it anyway?"

"Really!?" Rainbow promptly scrambled around, pointing her ass at Rarity.

"Hahaha! No not _really!_ You virgins are just soo adorable!"

"Hey, that's not-!" But before she could turn around to protest, she saw a green flash behind her, and felt Rarity's weight press on top of her body.

"Trust me, you'll enjoy this, and I'm sure you'll feel 'full' one way or the other…"

Dash looked between her legs and saw a matched pair of penises attached to Rarity's nethers. Her eyes widened a bit, partly from surprise and partly from anticipation.

"Wow… I mean, don't just stand there, stuff 'em in already!"

Rarity chuckled at her friend's false bravado. Still trying to appear confident, even though Rarity had figured out in less than a minute after she walked in that Dash was still a virgin. It was cute, really.

"Well, if you _insist_." She whispered playfully.

Meanwhile, Applejack had been waiting at the door for a while. She could definitely hear ponies talking inside, and heavy breathing, and grunting. She tried knocking again, but to no avail. She nervously glanced around before trying the doorknob. It was unlocked, and she slowly opened it and made her way inside.

"Hello? Anypony home?"

No answer. She heard the noises more clearly now, clearly coming from Dash's bedroom. She didn't like being in Rainbow's house, partly because she was uninvited, and partly because she didn't trust the supposed "earth pony compatible" carpeting. She suddenly heard loud slapping noises, and what sounded like somepony shouting "take this." Was it a fight? It was definitely suspicious to the naïve pony as she rushed further into Rainbow's house.

She finally arrived at Dash's room, and the sight in front of her was… confusing to say the least. She tilted her head, trying to figure out exactly what was going…

And then, she realized what she was looking at, even if she didn't understand most of the details. She tried to say something, to apologize, to turn and leave, but all she could do was stare, no better than a deer in headlights. The longer she stared the harder it became to look away, and the more uncomfortably warm her body became.

"So, how do you feel Dash?"

"F-Full! Awesomely full…"

"Oh, oh wow!" Applejack finally managed to squeak out.

Rainbow Dash finally noticed AJ standing in her doorway, and if ponies could blush she would've been as red as a Guatemarelan ghost chili.

"A-Applejack!? What are you doing here!?"

"I-I'm sorry, I was just looking for Rarity, and, uhm, I…"

"Well, you found me darling." Rarity continued thrusting rhythmically, unperturbed by Applejack's appearance or Rainbow's obvious discomfort now that she had noticed her presence.

"Rarity stop! AJ's right th-" Her protest was cut off by Rarity pressing further into her, and the gasps of pleasure that followed.

"I…I should go." But the orange pony's hooves still refused to move.

"Oh? What's the rush? You just got here." Rarity was trying hard to seem nonchalant, but it was getting tricky as both her orgasms started to build up.

"It's just you said you'd help me with the… And when you didn't show up I was… But clearly you're… Why do you look like that?"

"Oh, right. I'm a changeling now. And Rainbow has weird tastes."

"Mmmmm… don't stop." Was all the pegasus bothered to say.

Applejack's mouth was wide open, and just as she finally managed to edge one of her hooves towards the hallway…

"Well, are you going to stand there all day or join in?"

"W-what!?"

"Oh come now Applejack, you have a ponynet connection. And Big Mac was just telling me about all the stallions that come to court you…"

"What? He's lying! I've never even done it with anypony besides myself…" She quickly stuck her hoof over her mouth as she realized what she'd just admitted.

Rarity grinned. "Thought so, another virgin. Well come on now, there's plenty of me to go around."

Applejack hesitated. "I…I should go."

"I promise I'll be gentle. And who better to share your first time with than Rainbow?"

The quivering lump that was Rainbow Dash grunted her assent.

Applejack wanted to leave, wanted to go back home and forget this ever happened. But as her eyes darted around looking for something to convince her to leave, the only thing she could focus on were Rarity's eyes. Despite her Twilight-shaped disguise, they were still the same brilliant blue. And as AJ stared at them she could've sworn there was even a fleck of green in there, like a gemstone that changes color when light hits it. She could get lost in those eyes. What was she thinking? She wasn't into mares.

But those eyes. They were alluring. Inexplicably alluring. And before she knew it she was walking forward, and everything felt like it was going to be alright as long as she kept staring at Rarity's eyes…

"That's what I thought…" Rarity smiled and pulled out of Rainbow Dash, who was too drowsy with pleasure to do anything except whine quietly. "Roll over Rainbow." Rarity ordered, and the obedient lump quickly complied.

AJ was standing right next to Rarity now, and as Rarity coated herself in green fire, losing the Wonderbolt uniform but keeping everything else, something in AJ's mind told her this wasn't a good idea.

"Rarity, I don't…"

"Shh…" Rarity caressed Applejacks cheek. "You'll enjoy it I promise." Her eyes backed up that promise, and Applejack didn't resist as Rarity pushed her onto the floor with Rainbow.

The saffron pony felt her stomach touching Dash's, felt the sweat from Dash's body, and felt Dash's breath on her cheek.

_This is crazy,_ she thought to herself. _She's a girl! I'm not attracted to Dash or Rarity or Twilight or any mare._ In the middle of this she felt Rarity plunge into her, and saw Dash gasp as rarity slid back into her at the same moment. It felt amazing. It felt so amazing she couldn't tell why she had been worried before. And the feeling of Rarity's body on top of her, of Rainbow's body underneath her, it just felt right for some reason.

Dash's mouth hung open in front of her, and she could feel every breath as she panted. Applejack realized she was doing the same thing, but Dash was too ecstatic to notice. And hopefully her breath wasn't as bad as Dash's…

"Now kiss each other."

Dash immediately tried to complain with Rarity's command, and Applejack couldn't find anything wrong with it. But hadn't she just been annoyed by Dash's breath? She felt a pressure on her neck, and found her lips shoved downward.

She started to pull away, but as Rainbow's tongue crept across her mouth, and Rarity started to piston in and out of them both, she couldn't remember why she had been so mortified earlier. It seemed so far away compared to the present.

She finally returned Rainbow's kiss, and pressed her body towards Rarity. It was a beautiful whirlwind of pleasure, and she couldn't think of any reason not to lose herself in it.

Everything felt right. She could stay that way forever.

_Knew she'd enjoy herself. Virgins are too easy._ Rarity congratulated herself. Rarity started to pick up the pace of her thrusts, and all three of the ponies were too engrossed in their unorthodox threesome to notice as Rarity's eyes flashed green for the briefest moment. None of them would've cared anyway.


	4. Come On

**Come On**

BY: cleverpun

A new day dawned on Ponyville. Everything seemed the same as always. Pleasantly normal. To a significant portion of Ponyville, however, it was anything but.

Fluttershy woke up next to Chrysalis. It was awkward to say the least, spooning with a changeling queen. It was made more awkward by her incessant clopping. At least she hadn't tried anything dastardly or evil since Rarity left her there yesterday. Well, except for the reverse credit card, but that required at least three ponies, and "illegal" wasn't really the same as "dastardly" anyway…

Applejack and Rainbow Dash woke up next to each other. It was a little awkward, spooning with your best friend. Not as awkward as the previous night had been, but still fairly uncomfortable. But as Applejack lay sleepily in the early morning light, listening to Dash breath softly behind her, it really wasn't that bad.

Rainbow rolled over, snorting but not waking up, and AJ started to feel… what was the word? Lonely? Without Dash's arm over her shoulder she definitely felt cold at the least. Yeah, that must be it. The orange pony turned over, draping her hoof across Rainbow's chest, and pressing her body closer to the blue pegasus. She had to wriggle a bit to avoid her mane, but once she settled into place it felt nice. It felt right. She wasn't sure _why_, but decided not to worry about it.

Twilight woke up next to a concerning number of sex toys. It was awkward, but at least she was the only pony who was there to see it. She had told Spike to spend the night with the Cakes, and when he had asked why she had managed to deflect him with stories about "adult research."

"What, like salary inflation and, uhm, tax exemption?" He had asked. His naiveté would've been cute if she hadn't been in the middle of clopping furiously at the time. It had worked, however, and that was all that mattered. As Twilight slowly woke up, she couldn't help but think of Rarity, of Pinkie, of Celestia, and her eyes slowly wandered towards the nearest vibrator despite her better judgment.

Rarity woke up next to a mare, a stallion, and a dog. It was _quite_ awkward for all of them, save Rarity. The mare was a unicorn, a DJ, and a closet BDSM addict. The stallion was a pegasus, a Wonderbolt, and really liked brunettes and food play. None of them had any clue about the dog, to be honest.

Pinkie Pie woke up alone. It wasn't awkward in the least; everything seemed the same as always. Pleasantly normal. Little did she know it would be the last morning that felt like that in a long time.

Rarity was the first of them to get out of bed. As a changeling she didn't strictly need sleep anymore. That was why she had been able to spend so much time at that nightclub scoping out targets. And after quite a wild night, she really only fell asleep because the sexy shenanigans didn't feel right without it.

She didn't bother to shower or put on any of her usual makeup. Her new powers made both those things unnecessary. She let the other two ponies sleep, although she did shoo out the dog before Opal woke up.

Rarity strolled confidently out of her house, basking in the warm sunlight as she trotted through town. After a brisk walk she finally arrived at her destination; Sugarcube Corner.

Rarity was somewhat concerned about confronting Pinkie. With her other friends it was a question of whether they were virgins (they were), whether they had reached any of the three bases (they hadn't) and whether they had a ponynet connection (they did). With Pinkie it was a question of whether she even knew what sex WAS, and Rarity frankly wasn't sure of the answer.

_It's alright Rarity. Just be gentle with her. Don't jump in, expecting fun. Don't swagger in with an elephant gun. Be delicate, but seductive. Pinkie may be naïve, but she has the same desires as anypony else. I think…_

After the brief mental pep talk, Rarity knocked loudly on the door, and was promptly answered by an upbeat pink blur.

"Hi Rarity! What're you doing here? Oooh, do you have to plan a party? You know that's my specialty!"

"In a sense… May I come in?"

"Sure as sweet bread! Or sure as soup! Whichever seems surer to ya!"

Pinkie hopped inside, heading towards the kitchen to finish whatever chore she had been working on.

"Are the Cakes around Pinkie?"

"No, they went to bring Spike back to Twilight. Apparently she was busy as a beehive holding a beauty pageant yesterday, so he stayed here!" She responded from the kitchen.

A smile crept across Rarity's face as she locked the door with a quick burst of magic. She followed Pinkie into the kitchen, where the earth pony was measuring some ingredients into a series of bowls.

"So what was this particular party you were planning, pray tell?"

"Well, I was actually thinking of making it a _sexy_ party…"

"_Sexy_ party…?" Pinkie actually stopped her baking for a moment to think, scratching her chin with a hoof, getting a dash of flour on it in the process. "I don't think I've ever been to a _sexy_ party…"

"Well, you know what sex is, don't you?"

"Oh don't be a silly Samantha, of course I do! When two ponies love each other, they date, and propose, and get married. On the back of their marriage license is a recipe for a really delicious dish that only they get. On their honeymoon, they go somewhere alone together and make that recipe, and leave it out for the stork, and then the stork is attracted by the delicious aroma and brings them a calf based on the thing they baked! And the recipe is called a sex." Pinkie rolled her eyes dramatically. "I thought everypony knew that…"

She returned to her quantifying, while Rarity merely stood there dumbstruck.

"Not sure how you could have a party based on an activity for just two married ponies though…"

"So, uh… I guess nopony ever gave you the 'horseflies and herons' speech did they Pinkie?"

"Oh Rarity, horseflies and herons can't get married! Anything else I should explain? I'll be an explanatory Ellie! But I really thought you knew these sorts of things."

"Erm… right… Say Pinkie, do you have a ponynet connection?"

"Oh, sure I do! I found this recipe on it!"

"Good good, and have you ever seen anything… weird on there?"

"Well, now that you mention it, this one time I saw a video of a cat playing the keyboard! That was pretty weird!"

Rarity resisted the urge to facepalm. Just barely. Fed up with subtlety, she slowly moved a little closer to Pinkie.

"Well, that's interesting darling, but what if I told you sex doesn't quite work that way?"

"What do you mean?"

"Well, sex is certainly an activity between two intimate individuals, but it's a little more… physical than cooking."

"What, like jogging? I don't think jogging and baking would go very well together, Rarity."

"No, silly." Rarity slid closer to Pinkie. "I mean something more like this…" She put a hoof on Pinkie's haunch, and slowly slipped it down and towards her...

"Rarity, what are you doing?" Pinkie backed away from Rarity, clearly confused.

"Demonstrating. You see Pinkie, everypony has a certain spot on their body that makes them feel really good when you touch it…"

"Rarity, I know what tickling is!"

"Well, do you know what clopping is?"

"Sure, that's the sound your hooves make! What's with the quiz Rarity, you're really not making very much sense!"

"Well, you see Pinkie, I had this idea for a party, but clearly you can't help me since you don't know what I'm talking about…" Rarity turned to leave, giving a reasonably convincing performance.

"What no, hang on Rarity! I'm the number one party pony in all of Ponyville, and if you're gonna plan one I positively insist you let me help!"

"Well, alright… Why don't I show you in your room?"

Pinkie shrugged, and bounced her way out of the kitchen and up the stairs, Rarity close behind.

When they arrived in Pinkie's room Rarity made a conscious effort not to look too closely at any of the décor. Everything seemed to be coated in some bright pastel color, and her items were clearly sorted by color rather than any other criteria. It was eye-straining to say the least.

"Okay, we're here, but what's so special about my room?"

"Well, you said it yourself dear; sex is an intimate activity." Rarity strolled up to bed, hopped on, and patted the spot next to her. Pinkie was still perplexed, but eager to prove she was a capable party planner. She sat down on the bed next to Rarity.

"Now darling, the key to a _sexy_ party is the _activities_."

"Right, _obviously_."

"So the first activity I was thinking of for my _sexy_ party was some communal clopping."

"You want to walk around…?"

"Nonono, you see, clopping is where you touch yourself in a pleasurable way, and you can do it alone or with a friend."

"Okay…"

"Here, take your hoof, and start rubbing yourself right here…" Rarity guided Pinkie's hoof down to her-

"Rarity, are you sure this a good idea?"

"Of course I am, what's wrong?"

"Well, I just… feel sort of… uncomfortable."

"Oh don't be silly darling, you're the one who wanted to help me remember? I promise you'll enjoy it. Here, just move it like this…" Rarity started to slowly rub herself, and Pinkie began to clumsily copy her.

Despite the palpable discomfort oozing from Pinkie, Rarity started to get into it. But just as she had started to pick up the pace she noticed Pinkie wasn't quite doing it correctly.

"Rarity I don't-"

"No no, you're doing it wrong. Here let me show you." The white unicorn slid behind Pinkie and slid her in between the pink pony's thighs.

"Rarity, I'm not-"

"Shh… Just stay calm, relax."

"But I don't think…" In the middle of her sentence she started to feel it. She closed her eyes and let out a faint squeak, which Rarity took as a sign to start going faster.

Pinkie started to breathe faster, the feelings spreading from her nethers unfamiliar but not unpleasant. Rarity took her time. For a solid 15 minutes the only sounds throughout the house were Pinkie's increasingly heavy breathing and the steady rhythm of Rarity's hoof. Eventually the silence was broken by Pinkie grunting loudly. She wasn't sure how much noise one was supposed to make, but as fell onto her bed she figured it wasn't a big deal.

"Wow Rarity, sex is pretty amazing…"

Rarity chuckled to herself. "That wasn't sex."

Pinkie's eyes popped open. She rolled over to face Rarity. "Well then what was it?"

"That was clopping." A flash of green surrounded Rarity's lower half, and when it vanished there was a large organ that Pinkie didn't recognize resting between the unicorn's legs. "Sex is where I stick this inside you instead of my hoof."

Pinkie tried to back away but quickly ran out of bed.

"Well, thanks for the lesson Rarity, but I think that you should get someone else to help you with this sexy party. I'm definitely not-"

Rarity walked closer to Pinkie, pressing her face a little closer than she should have. "But the party's already started Pinkie. You don't want to be a bad host do you?"

"I… I…" Pinkie tried to look anywhere but at Rarity. She couldn't think of anything to say.

"Just hold still. I'll do all the work. You'll enjoy it, Pinkie Promise!"

Pinkie finally ran out of places to glance, and stared into Rarity's eyes. She had no idea why, but as soon as she looked into those calm blue pools felt oddly at ease.

Rarity stroked Pinkie's cheek. "Now, you're not going to panic right?"

Pinkie shook her head slowly.

"Good. I'll be gentle, I promise." She whispered.

And for the first couple of times, she was.


	5. You Got To Get

**You Got to Get**

BY: cleverpun

There was nothing good on the telescope, as usual. Everywhere Princess Luna looked it was the same old bland goings-on. That BDSM couple in Manehattan had started closing their blinds, the trio in Trottingham who liked ménage a trois' weren't in the mood tonight, and that stallion in Canterlot who liked statue play had broken up with his girlfriend. It was infuriating really. She had to spend all night at this damn thing, keeping an eye on everypony under the moon; you'd think there would be some decent smut around to hold her attention. And the Equestrian courts kept cock-blocking her law to make closing blinds illegal before midnight.

There was still some commotion going on in Ponyville. She usually ignored the place; it was more straight-edge than two yardsticks having consensual, missionary sex. For the past few nights, however, there had been something going on at that one pony's house. What was her name…? Twilight Sparkle's friend. The white, prissy one.

Great, now thinking about Twilight Sparkle had only made her that much more sexually frustrated. Guess she may as well go investigate. She could always clop later: Celestia had been showing her how to use the ponynet, and she had rapidly discovered the large amount of kinky porn available on it. It just wasn't the same as spying—I mean—_observing_ ponies, though.

She elected to leave the guards at the palace, and teleported to the outskirts of the city.

It had been a few days since Rarity seduced Pinkie. She had thought perhaps banging all of her friends would somehow quell her sexual desires, but it hadn't. She could feel the raw energy of from each of them writhing in her body even now. Suppose that was their love or whatever. She really should ask Queenie about it one of these days…

"The Great and Powerful Trixie demands you go faster!"

"Oh, be quiet. You're lucky I agreed to serve you at all. Especially as this aesthetic train wreck." She would've waved a hoof at her own body, but didn't want to lose her grip on Trixie's shoulders. She was some weird stallion version of Twilight, with a moustache/beard combo and a little too much muscle.

"I will not be spoken to in such a way! I—"

"Yes, yes, great, powerful, we know." Rarity summoned a ball gag from her closet telekinetically, and shoved it into Trixie's mouth as she continued to thrust into her, a little harder than she would've normally.

"Mmph, faffmph!"

It really was a burden being so generous. Trixie was easily her most entitled client so far. Admittedly, pandering to the whiny magician's submissive streak had been kind of fun.

Trixie finally stopped talking, and Rarity could feel pressure starting to build in both of their bodies.

Finally!

Luna was tempted to get a better look at the scene, but it felt more exciting peeking just over the edge of the windowsill. Still missed her telescope. It was so demeaning having to sit on ground, all the good stuff just out of her field of vision. It was better than the ponynet, at least. She could smell and hear everything. The only real problem was that they finished before she did.

Rarity and Trixie both panted as they recovered from the extensive activities of the last hour.

Rarity summoned a nearby glass of water. "Well, that was fun. You know, the real Twilight is upstairs if you're still horny."

"Mmph, ffan fyu." Trixie shook her head meekly.

Rarity shrugged, then turned to the window. "Alright, Princess, all done. I can see you now!" she called.

Luna was understandably surprised. Her magic should've made her presence impossible to detect, or at the very least hard to notice. She recovered quickly. A proper Princess was always prepared for unexpected possibilities. She stood up, dusted herself off, and walked over to Rarity's door with as much eminence as she could muster.

When Luna walked in, she couldn't help but notice Trixie still laying on the floor, still breathing heavily. She raised an eyebrow, pretending to be surprised.

"Enjoy the show?" Rarity asked. She had shed her bizarre appearance and was her usual marshmallow self.

Luna blushed, despite herself. "How did you know I was there?" She was tempted to push the façade, but there was clearly no point.

"Magic, of course."

"No average pony would be able to see through my concealment spells."

"Oh, I'm anything but average!" Rarity laughed. She quickly composed herself. "So, how can I help you? We already know you're a voyeur, but I'm not sure what your other tastes are."

"I…have no idea what you're talking about."

"Oh? You didn't come here for some _kinky intercourse?_"

"What!? Of course not!"

"No need to be shy, Princess. The entirety of Ponyville has already been to see me. In fact, I wasn't expecting anyone else tonight, since most of them are…_recovering_."

"A brothel was the last thing I expected when I arrived here."

"Oh, and here I had been hoping I had become famous in Canterlot. Still, you're here now. No need to—"

"Hmph, do not be absurd. I merely came here to investigate the commotion I had witnessed these last few nights."

"Oh, it was more than just a 'commotion.'" Rarity giggled to herself.

Luna rolled her eyes. "But now that I know you're operating a business, it's just a dash of paperwork, then I can leave."

"Paperwork? For what?"

"Business license."

"Oh, Princess Luna, I had no idea you had such a sense of humor! Really though, turn around."

"This is no laughing matter! You've been selling yourself to the entire town. Equestrian tax law—"

"I haven't charged anypony a single bit."

"No, but all that emotional energy saturating your body didn't come out of nowhere. Tax code 376B permits the taxation of vampirically-obtained energies, especially those involving changelings."

"…how did you know?"

Luna smiled coyly. "Magic."

Rarity grabbed her glass of water again, in a rather transparent attempt to regain her bearings. She had been expecting another client, not a Princess peddling tax code. She took a long chug and then put her glass back on the table. An idea occurred to her.

"Well, Princess, this is rather…unexpected. Surely there's some way we gloss over this little legal mess?"

"Nice try, uhm, what was your name again?"

"Rarity."

"Right, Rarity. Nice try, Rarity, but seducing royalty is a futile effort. We have highly honed self-control."

"That's why you were clopping in my yard a few minutes ago."

Luna's eyes flicked to the side and back again. "Well, regardless, it is pointless to tempt me. I've had a thousand years to hone my mental facilities. Just pay your fines and stop making things worse."

"I'm not—"

Suddenly, Pinkie zipped down the stairs.

"Rarity, Rarity! Tell Twilight and the others to share Chrysalis! They promised to take turns at that intercourse thing and they're not—"

"Pinkie, shush! And get Trixie out of here, she's drooling on my carpet."

"But they're not sharing her, and you're always busy, and I haven't had an intercourse in days, and—"

Rarity shoved a hoof over Pinkie's mouth, muffling her words but not stopping them.

"Well, a changeling sex slave… THAT has got to be illegal."

"Oh, come now, Princess. You really are overreacting. Pinkie, honestly, move Trixie, and we'll talk about this later."

"_SIGH_. FINE." Pinkie managed to get a grip on the sleeping unicorn and reluctantly dragged her upstairs.

Luna watched her go. "What's going on up there?"

"Orgy," Rarity replied simply.

"What? Is Twilight Sparkle up there?"

"Now, why would you be curious about that?"

"Because… I think my sister should know what sort of absurd behavior her student is getting into."

"Sure… Honestly, you're at least the thirteenth pony with a crush on that nerd. What's so great about her? I mean sure, she has a nice body, I mean, a really great body. I fucked her enough to know, and really, I get that part—"

"Were you going somewhere with this?"

"Hmm? Oh, not really. She just has a great body. She's still as naïve as ever, however, virgin or not."

The moment she said the word "virgin" Rarity felt a flare of disappointment in Luna's heart. She was still getting used to her emotion-reading abilities, but it was unmistakable.

"Disappointed? Princess, were you after Twilight's virginity?"

"W-what!? No! Of course not!"

A devious grin crept over Rarity's face. A flash of green fire spread across her body, and in a moment she had disguised herself as Twilight. She felt Luna's heartbeat increase ever so slightly. Her crush was even more blatant than she had thought.

"Hard to tell the difference, isn't it, Princess?"

Luna blushed again. "Try all the disguises you like, you will not sway me. In fact, I had best away so I can report you to the Better Business Buckaroo! Bureau! I meant Bureau…" Luna turned to the door, but Rarity swiftly closed it with a burst of magic.

Luna rolled her eyes. "What makes you think that will stop me?" She fired a burst of energy from her horn, but the door didn't budge.

_Uh oh._

"What's the rush, Princess?" Rarity had disguised her voice as perfectly as her body.

"Stop this immediately, Rarity. Seducing me is pointless, and will only have severe consequences later."

"Oh, Princess, I'm not Rarity, remember? I'm Twilight Sparkle."

"No, you're not."

"Just play along, Princess. I'm very good at being Twilight."

"No, this is absurd. I don't…"

Rarity brushed up against the Princess' body. Slowly. Seductively.

"Think of it as practice for the real thing. You wouldn't want to disappoint her would you? She's had a bit of experience ever since I took her virginity. An inexperienced virgin like yourself would never be able to impress her."

Luna froze. "How did you know I was a virgin?"

"I didn't." Rarity brushed up against Luna's butt as she said it. Even with her tail blocking the good stuff, she made sure to rub up against it just so.

Luna blushed furiously. She wanted to move, but she really hadn't finished clopping earlier, and Twilight, I mean, Rarity rubbing against her was very distracting.

Rarity continued circling the Princess, sliding her body against that blue coat as enticingly as possible. "Just think, you could practice with me, and then when you ask the real Twilight, you'll be so much more experienced."

"I have thousands of years of experience."

"Oh, but I guarantee it's nothing like the real thing. A telescope, and a computer, and your hoof just don't do it justice, Princess." Rarity passed by the Princess' backside again, and she noticed the blue tail had crept upwards several inches.

"Twilight Sparkle doesn't feel that way about me anyway. You are wasting your time with this pitiful attempt at seduction.

"Am I?" She passed under Luna's head, and tried to catch her eye.

Luna knew better. She had seen the green glint before. Changelings relied on eye contact. As long as she kept her gaze forward, Twilight wouldn't be able to hypnotize her. Rarity, I mean, not Twilight.

"Come now, Princess. Twilight is mature. You're mature. There's no reason not to explore feelings like that in a healthy way. Sitting at that telescope every night, watching her read, watching her sleep. All because of a little Nightmare Night crush." Rarity was at Luna's rear again. The tail had stopped impeding her, but she left it be, to build suspense. "Why not just admit how you feel?"

"She'd rather have Celestia, anyway." What? Where'd that come from?

"Nonsense. You're just as good as Celestia. I think you look beautiful..."

Luna shook her head. "Enough!" She released a massive burst of magic, but the dark blue sphere was quickly overridden by an identical light blue wave from Rarity's body. The princess quickly felt the fatigue set in. Her powers were rustier than she thought.

"Why won't you look at me, Princess? Don't you like me?"

"I know better than to look a changeling in the eye."

Rarity brushed a hoof against Luna's privates. Just a quick touch. She felt the princess shudder noticeably. "I promise you'll enjoy it, Princess. Why wouldn't you? You love me don't you? You have ever since we met on Nightmare Night."

"You're not Twilight Sparkle. And I don't even feel that way about her…she'd rather have my sister." Luna scrunched her eyes closed. She was getting uncomfortably horny, and that damn changeling wasn't helping.

"I promise that's not true. And I can prove it."

Luna had spent many centuries avoiding relationships, intentionally or not. Her telescope was just easier. She hadn't meant to get a crush on Twilight, that was an accident. But now she was here, throwing herself at Luna. Anypony would be tempted. And that burst of magic had made her very tired. She should've known better. She sat down, just for a moment to recover her strength.

"Why won't you look at me, Princess? Don't you like me?"

"You're not supposed to look in a changeling's eyes."

"I'm not a changeling, silly! I'm Twilight Sparkle."

"No, you're not."

"Of course I am! I was right upstairs, and Rarity told me you wanted to talk to me."

"She did?"

"Yep, something about Rarity doing horribly illegal things. Honestly, she's pretty, but she doesn't always think ahead."

Luna opened her eyes. Twilight was standing in front of her. Seeing the purple unicorn was oddly calming. Rarity was right: that body _was_ fantastic.

"Uhm, Twilight Sparkle, I was wondering…silly question…"

"What?"

"Who do you like better, me or Celestia?"

"Well, that _is_ a silly question. It's you, of course."

"Really?"

"Would I lie to you?"

Luna finally looked in Rarity's eyes. Even though she thought she saw a hint of green at the edges, she couldn't remember why she had been avoiding them.

"Twilight? I wanted to tell you something… I love you."

"I know, Princess." Rarity leaned in and kissed Luna. She waited a little while then added a bit of tongue. Luna didn't resist at all.

As Rarity felt Luna's love seeping into her body, she also felt the love of her friends flowing from upstairs. Rarity had ordered Queenie to funnel any love she absorbed back to Rarity, and it seemed she had listened.

The two streams of energy flooding her body was amazing. It was like a glass of fine wine, paired with a matching cheese. It was like taking a bath while reading the perfect magazine. It was like having sex with two ponies at once.

Perhaps that last simile was a little inappropriate.


	6. Bad Things, Maybe

**Bad Things, Maybe**

BY: cleverpun

Luna awoke with a start. She wasn't in her bed, and her muscles all felt incredibly stiff. She sat up, and felt an immediate and potent headache swirl across her brain.

"Ahh… what in the world did I do last night?"

She finally examined her surroundings. Lots of frilly bits and lace and purple fabric.

Then it all came flooding back. Gushing. You might say the memories exploded all over her. Repeatedly.

"FFFFFFF—!"

"Good morning, sleepyhead."

The words surprised Luna. She nearly fell out of the bed. She quickly regained her composure and turned to Rarity. The unicorn was grinning smugly, her head propped up on one hoof, another draped over her stomach. The lower half of her body was just barely covered by a blanket.

Luna leapt out of the bed, too irate to worry about composure. Clearly it was too late to worry about that now anyway. "Where is my royal regalia?"

"Oh, come now. What's the rush?"

"I must return to Canterlot immediately. I need to order a platoon of stall—of mar—I must muster a battalion of eunuchs to take out a rogue changeling."

Rarity chuckled.

"And what is so funny? You brainwashed an entire town and you expect me to do nothing?"

"I didn't brainwash anypony, Princess. I don't know how. All I did was help you relax."

"A likely story." _Where in Tartarus are my clothes!_

"Oh, but it's true! I never did figure out that whole mind control thing. Given the rampant sexual repression here, I never needed to."

"Hmph."

"You were certainly enjoying yourself last night, believe it or not."

"Tricking me into enjoying myself doesn't make your actions any less reprehensible. _Where are my clothes!"_

"I only give ponies what they want. I am the Element of Generosity, after all."

"Whatever you have to tell yourself."

"If you stay, I could ask Twilight to come back in."

Luna paused, but a sudden twinge from one of her sore muscles returned her to reality.

"Nice try. Twilight Sparkle is far too studious and intelligent and clever to succumb to your carnal manipulations."

"Oh really? Oh, Twiliiiiight!" Rarity called in a singsong voice.

Moments later there was purple flash and a pop and Twilight was at the foot of Rarity's bed.

"You rang, Rarity?"

"Yes. Princess Luna was going to leave, but I knew she'd want to say goodbye to you first."

Twilight's ears drooped. "Oh…you didn't want…anything else?"

"You may have fooled me once, but your changeling machinations won't sway me again. I am unswayable. No matter how attractively you dress up Chrysalis." Luna was careful to avoid eye contact with both ponies, though her search for her clothing remained unsuccessful

"That's not Queenie." Rarity whistled a short tune, and seconds later an undisguised Chrysalis barged into the room.

"Yes, Miss Rarity? You wanted…something?"

"Just your presence. You may go." Rarity waved her off.

"Oh." Chrysalis' ears drooped. "You sure you didn't need anything else? Something a little more…physical, possibly?"

"Hey, I got here first!" Twilight protested.

"Enough!" Luna shouted. "Try as you might, I will not let myself fall for your tricks…again. I'm a sex addict—not! I'm _not_ a sex addict, like you've forced the rest of the town into being! Becoming!"

"She didn't force me into anything, Princess. Sex is just…well, it's pretty great."

Luna gave up on finding her clothes and turned to the window. "Do not worry, Twilight Sparkle. I will return with a large number of sexually incapable guardsponies and solve this mess once and for all."

"There's no mess to solve, Princess." Rarity patted her sheets. "Come back to bed and let Twilight and I take care of you."

"I would rather remain celibate than be part of this depraved illusion you've constructed."

Twilight blushed and looked away. "Well, you sure didn't feel that way last night."

Luna's hoof froze mid-step. She tried to keep walking. _That's not Twilight Sparkle. Not really, _She told herself. _I just need to get the guards. Yes, then I can free her from this nightmare, and she'll be so grateful she'll dive into my arms and start crying and we'll become lovers and live happily ever after._

The lie was not as convincing as she had hoped.

Rarity noticed the hesitation. "Oh, Twilight. Why don't you help the Princess relax? Then we can all have a properly enjoyable morning."

Twilight eagerly trotted over to the Princess.

"No, stay away from me. You aren't yourself." Luna's voice was quiet and unconvincing.

And then the window shattered, a pink blur crashing through it like a cannon shell.

"Princess Cadance!?" Luna shouted in surprise.

Candence stood up, non-chalantly brushing flecks of glass off her wings.

"Why, Princess! How nice of you to…drop by." Rarity leapt out of bed, only slightly shocked by her shattered window.

"Save it, changeling scum." Cadance glared at Rarity.

"A changeling? Moi?"

"Do not bother to lie. Twilight already sent me a letter telling me how you seduced her. It was very detailed. Excruciatingly detailed, actually."

Rarity gave Twilight a dirty look, her composure finally broken.

Twilight shrugged. "Don't look at me like that, Rarity. You don't lose your virginity at twenty-four and not tell anypony! I mean, okay, maybe I didn't need to write a twelve page letter, but I had to tell _somepony!"_

Rarity facehoofed, loudly. "Virgins…"

"It's over, changeling. I've been monitoring your little sex-fueled fiefdom for several days, and I have more than enough evidence to take you into custody. Come quietly and they may go easy on you."

"So, you like to watch, do you, Princess?"

Cadance chuckled. "Do not bother with your pitiful attempts at seduction. I've done everything. Sex cannot control me any more than changeling magic can."

"Everything, eh? Upside-down?"

"When I was a filly."

"Oh, uhm…Manehattan rollercoaster?"

"Naturally."

"The dirty donut?"

"Who hasn't?"

"The reverse credit card?"

"Ha! I invented the reverse credit card! Well, refined it anyway; the regular credit card was so damn sloppy…" Cadance began to slowly advance toward Rarity. "Now stop resisting arrest."

Rarity put a hoof alongside her forehead. "Oh no, it seems you've defeated me." Without warning Rarity swung her head down and fired a brilliant blast of blue magic at Cadance. The laser made contact with Cadance's body, but quickly dissipated into a harmless cerulean mist.

"Uhm…"

"Shining and I combined our powers. Your magic is fueled by love, and we created a barrier specifically to stop it."

"Oh, well…huh." Rarity scratched her head.

Cadance turned her head slightly. "Aunt Luna, are you just going to stand there?"

"Well, should I be doing something?" Luna said.

"Yes! Help me arrest her!" Cadance didn't take her eyes off Rarity, still expecting her to do something inappropriate.

"Well, I sort of already tried that last night. It did not end in my favor."

"You sure ended in my favor…" Twilight said.

Rarity sighed. "Twilight, dear, that was awful."

Twilight blushed. "Sorry, still new to the whole seduction thing."

Cadance rolled her eyes. "Even if you were any good at it, clearly Aunt Luna isn't going to fall for that. Again…"

"Hmm, actually she might." Rarity was suddenly surrounded by a flash of green fire, and when it faded she was a perfect clone of Twilight. She turned to Chrysalis and flicked her head towards Luna.

"Oh, right." Moments later Chrysalis had disguised herself as Twilight as well. She turned around and wiggled her butt at Luna, as seductively as the view-blocking bed would allow.

Cadance sighed. She pointed her horn at Rarity and five glowing blue bands clamped around the unicorn's legs and neck. "Alright, Aunt Luna. I have this one, you take care of Chrysalis."

"You're not going to let her take me away, are you, Luna?" Rarity pouted. Her Twilight voice was impeccable.

Cadance flipped Rarity over mid-pout, though Rarity did an admirable job of not breaking character even while being rotated. That would make a good innuendo later, but for now she had to focus.

Twilight draped a hoof over Luna's shoulder and whispered into her ear. "It'd make me happy if she stayed, Princess. It would make both of us happy."

Chrysalis climbed onto the bed, mimicking Rarity's pose from earlier. "We could have a lot of fun together, Princess. You certainly enjoyed yourself last night." Her Twilight voice was equally impeccable.

Luna bit her lip. Her sore muscles had been reminding her why this was such a bad situation all morning, but suddenly they seemed to remind her why it was good. Really good.

"Aunt Luna! Focus!"

Luna heard Cadance, but she was having trouble looking away from Twilight's eyes. "Sorry, what?" They were such beautiful shade of purple, really.

"Aunt Luna, pay attention! Moments before I got here you were about to storm out indignantly! You're not a sex addict, remember?"

Twilight had draped herself mostly-seductively around Princess Luna, and Luna found herself staring at Twilight's rump.

"Right. Definitely…definitely not a sex addict…"

Cadance rolled her eyes. She pushed Twilight off Luna telekinetically, pinning the unicorn to the wall with another magic manacle. She then quickly fired another spell at Chrysalis, causing her Twilight disguise to flicker noticeably.

"Princess Luna!" Cadance reluctantly took her eyes off Rarity so she could properly project.

Luna finally tore her eyes away from Twilight Sparkle's fantastic body. When she looked at Cadance she saw Twilight, I mean, Rarity just behind her: still bound, still upside-down, and mouthing "I love you" directly at Luna.

"Sorry, uhm… What were we doing?"

"Arresting these criminals!" Cadance jabbed a hoof at Chrysalis. "Restrain her!"

Chrysalis didn't break character. "You can do anything you want to me, Princess."

"Dang, she's good." Twilight muttered to herself.

Luna couldn't bring herself to do anything except bite her lip again.

Cadance barged over to her aunt. "Aunt Luna, get ahold of yourself! That's not Twilight, and you're not a sex addict, remember?"

Luna turned to Cadance, and her horn started to glow. "Sorry, Cadance."

Dark blue restraints suddenly formed around Cadance's neck and legs. The shock caused her to drop Rarity and Twilight.

"I guess I am a sex addict, after all."

"I expected this from Twilight, but not you, Aunt Luna."

"What's that supposed to mean?" Twilight asked.

Luna shrugged. "After thousands of years with just a telescope and the ponynet, my willpower was going to wane eventually."

Cadance rolled her eyes again, then twisted her head to look at Rarity. "You won't get away with this, changeling. I left very specific instructions for Shining and Aunt Celestia before I left. I may not have stopped you, but _they_ WILL. Your reign of terror is short-lived."

"As I was telling Princess Luna earlier, I merely give ponies what they want." Rarity slowly brushed a hoof alongside Cadance's flank. "And I can tell that you want something new."

Cadance squirmed against her bonds, but nothing happened. "As we covered earlier, I've done _literally_ every sex act possible. Every one ever invented, and quite a few that have not."

Rarity traced her hoof lazily along Cadance's cutie mark. "Every single one, you say?" Rarity put a hoof to her chin and thought for a long moment.

"Twilight, Luna, you're not just going to let her rape me, are you?" Cadance's question fell on deaf ears: Luna and Twilight had started to make out sloppily, and loudly, on the bed.

"Oooh, I know!" Rarity walked over to Cadance and pressed up against her back. "Have you ever been bucked all the way through?"

Cadance snorted derisively. "Of course not! That's anatomically impossible! It only happens in really terrible hentai, written by ponies who have no clue how sex actually works."

Rarity smiled. "Perfect." Her disguise shifted slightly, but only in the pelvic area. Well, alright, more than "slightly."

Cadance felt a familiar pressure in her body. She had felt the same thing only a few nights ago with Shining, actually. But it was slightly different this time. Longer. Wider. Bigger. "You know this isn't going to work, right?" She sounded almost bored.

"Oh, you'd be surprised, Princess. Changelings can bend quite a few anatomic rules."

Cadance felt the pressure moving up her body. She started to panic slightly, partly because she was afraid that Rarity might be right, and partly because it did feel pretty good.

"Oh, Twilight? Take care of the tip, would you? It should pop out of her mouth eventually. And Queenie, you can take care of the rest of her."

Twilight tore herself away from Luna and sauntered over to Cadance, unashamedly giving her the same inexperienced kisses she had been giving Luna moments earlier. Chrysalis positioned herself underneath Cadance, but she was a good deal more confident in her actions.

Luna wasn't sure what to do. Lacking a sexy distraction, her mind was starting to consider leaving for help.

"Princess Luna, feel free to take care of Twilight." Rarity said.

That was all the encouragement she needed. She wasted no time getting underneath Twilight's body. Twilight gasped slightly as Luna started licking her sensually. Cadance noted a salty undercurrent in Twilight's breath as the gasp hit her face, but before she could dwell on it very long her attention shifted back to the pressure crawling up her body.

It had gone through her stomach without much fanfare, but now it was sitting in her chest. It felt strange, but not in a bad way. It reminded her of eating hot soup, of choking, of being winded, and of many other feelings that she had never expected to be together.

The pressure began to crawl up her neck. She definitely recognized that feeling. Suddenly she gasped, and she was reminded of vomiting or dry heaves. She didn't have a gag reflex anymore, thankfully. She felt Rarity's organ sitting in her mouth, and after a few more thrusts she felt it push into Twilight's.

_That wasn't that bad. _She hated to admit it. It was not, however, as mind-shatteringly pleasurable as Rarity had implied.

And then Rarity started thrusting. Cadance felt the pressure drag down across her entire body, and then back up. The tip swept behind her lips, and then poked back out again, resting in Twilight mouth a few seconds before being pulled back.

It was indescribable. It felt bizarre, but good. It felt a thousand times better considering how jaded Cadance was when it came to insane, stupid, kinky sex.

_Rarity was right._ She admitted. She would've said so out loud, but her mouth was very full.


	7. Think

**Think**

BY: cleverpun

"Wow, Rarity! That was one kinky dream!" Twilight took a sip of her tea.

"Yes, I was rather surprised when Cadance showed up, but then, that was hardly the most confusing part." Rarity likewise took a sip of her tea.

"That part with Luna sounded pretty fun, though. Creepy, but fun."

"Yes, I suppose it was. But, alas, all dreams must come to an end. Perhaps that's for the best. All those unrealistic occurrences would no doubt become tiresome."

"Mebbe."

Rarity began to raise her teacup to her mouth again, when Applejack burst into her kitchen.

"Uhm, I know y'all were winding down, refractory period 'n' all that, but we kinda got a problem with Rainbow." AJ was clearly winded as she spoke.

"Oh?" Rarity returned to her teacup. "Surely there's enough ponies around to handle those particular problems?"

"Well, it's about that move…"

Rarity sighed and followed Applejack upstairs.

Pinkie was waiting in her room. Rainbow Dash was lying on the bed. Her mouth and legs were wide open, and both were dripping slightly. Aside from the occasional quiver, she was mostly motionless.

"What happened to her?" Twilight asked.

Pinkie poked the quivering pile of pegasus. Rainbow twitched slightly and moaned lightly, but otherwise didn't react. Additional jabs to her ribcage had the same quivering result.

"Pinkie, stop that," AJ snapped. "We were doin' the reverse whatchamacallit and she kinda fainted." She waved a hoof at Rainbow. "She's been layin' there quiverin' ever since."

Rarity rolled her eyes. "That means you did it correctly. That's why it's called the reverse credit card: you check out at the end."

"Oh."

"She'll be fine. Couldn't Cadance have told you this?"

"She's busy with Chrysalis."

"And Fluttershy!" Pinkie added, giving Rainbow another poke in the ear.

"But what am I supposed to do until she wakes up?" AJ asked sheepishly.

"You've still got Pinkie."

"Ain't the same."

"So just spend time with Rainbow anyway."

"What!? That seems kind of, uhm…"

Rarity brushed a hoof through Applejack's mane and then gently pulled the earth pony's chin up until they were staring into each other's eyes.

"Trust me, Applejack. She won't mind."

"If you say so, Rarity…" Applejack turned to the quivering lump that was Rainbow Dash, only to find that Pinkie had started without her. Aside from a contented smile and the occasional quiver or gasp of pleasure, Dash remained as immobile as ever.

Rarity pretended to fan herself. "All this quivering has gotten me horny. Twilight, care to join me downstairs?"

As Rarity and Twilight went downstairs, Luna crept out of a nearby room. Her body was quivering, and her breathing was heavy.

"Uhm, Rarity?"

"Oh, Luna, I was wondering where you went off to. Can I help you with something?"

"Oh, uhm, I was just wondering, if it's alright, when you and Twilight were going to be…finished."

"Well, hard to say, darling. Why do you ask?" Rarity smirked.

"It's just, I haven't really been able to spend any time with her and—"

Rarity rubbed up against Luna's thigh, eliciting a gasp and causing her legs to quiver. "But, Luna, if you're with Twilight, then who will be left for me?"

"We could, uhm, all do it…together…"

Rarity brushed Luna's neck. The princess quivered slightly, the aftermath of her clopping still buzzing through her body.

"Don't worry, Princess. You'll get your turn. Eventually." Rarity walked away, beckoning Twilight to follow her.

Luna bit her lip. Her body felt uncomfortably warm. It had been that way all day. It was unbearable. An eon of virginity had done nothing for her self-control, and watching Twilight's hips sway away from her was agonizing. She would've said anything, promised anything, done anything to have more time with her. So she did.

"Celestia."

Rarity's ear flicked. After a pause she turned around.

"You could be with Celestia. Between Cadance, you, and I we could easily teleport into Canterlot despite the wards on it. We'd have plenty of time to…convince my sister before the guards arrived. I haven't seen her spend time to herself since my return. We'd be doing her a favor."

Rarity smiled. "Luna, dear, I think you may be on to something."

"Another locked door!" Scootaloo slumped onto the ground. "How are we supposed to get our interviewer cutie marks if none of the adults will talk to us?"

Apple Bloom scratched her head. "Well, mebbe we could start with the other foals?"

"Ever since Miss Cheerilee started her vacation and school was cancelled they all ignore us," Sweetie Belle said.

"Yeah, I know, I saw them in the park too." Apple Bloom rolled her eyes. Suddenly she saw a particular purple dragon sitting on a bench eating cookies. "Aha, that's it! We can interview Spike!"

The other two perked up and all three of them ran over to him.

"Hi, Spike!"

"Oh, hi guys." He popped a cookie into his mouth.

"What're you doin'?"

"Oh, every single adult in the entire town is busy filling out their taxes, so Twilight threw me out of the library."

"Taxes? How do you know?" Sweetie Belle asked.

"Well, I asked Twilight why everypony was so busy, and she just said 'adult stuff.'" Spike popped another cookie into his mouth. "Then when I asked her if I could help, she said 'Ew, no, that's just disgusting.'" Spike shrugged. "What else could it be?"

Apple Bloom rubbed her chin. "Hmm, that would explain it. Applejack and Big Mac always get really busy around tax season. And neither of them have been around the farm lately. Maybe they're meetin' the lawyer or whatever?"

"Yeah, and Rainbow Dash hasn't been around either."

"Or Rarity."

Spike shoved yet another cookie into his mouth. "Yep, I'm telling you, it's taxes. Normally they're in April, but I bet they moved it and that's why everypony is so busy."

The Cutie Mark Crusaders all nodded in unison. "And that would explain why everypony is ignoring their kids, too," Scootaloo added.

"Told ya."

"Alright, alright, mystery solved." Apple Bloom pulled the pencil off her ear. "Now, Spike, wanna do us a favor?"

In a bright flash of multicolored light the Elements of Harmony, Chrysalis, Luna, and Cadance all materialized in the royal throne room.

Celestia sat on her throne, a newspaper floating in front of her and a teacup floating by her side. Despite the pressure shift and loud POP, she did not look up.

"Why, hello, my little ponies. I was wondering when you would show up." Celestia took a sip of her tea, but otherwise did not move.

"Uhm, hello, sister. We were just—"

Celestia held up a hoof. "As much as I would adore watching all of you try and fail to explain your presence, I have some rare free time after rewriting Equestria's tax code." She finally bothered to look up. "So why don't we just cut to the part where you attempt to seduce me?"

Rarity stepped forward. "Straight to the point, Princess, I like that. May I ask how you knew?"

"There are many ways to monitor ponies, Rarity." Celestia took another sip of tea and continued reading her paper. "Magical and otherwise."

"Well, since you're in such a hurry, why not just surrender and be done with it?" Rarity asked.

Celestia laughed. Not her usual, diplomatic laugh: an actual, unrestrained one. It managed to be lyrical, musical, charming, and condescending all at once. Rarity was torn between being disarmed and insulted.

"I was about to say the same thing to you." Celestia perused her paper, traces of a smirk still visible on her mouth.

"Oh, come now, Princess. Chrysalis defeated you with just the love of one pony. Rarity waved a hoof at her entourage. "I've been draining the love of all of Ponyville for weeks. Do you really think that anypony has the ability to arrest me at this point?"

Another sip. "Lust is nowhere near as potent as love. You are welcome to learn that for yourself, of course."

Rarity narrowed her eyes. It was impossible to read the Princess, but surely it had to be a bluff. Rarity had hoped not to overdo the violence; it was so much more fun to make love instead of war. She planted her hooves and started to funnel magic into her horn.

A sudden yellow spark burst near her flank, pushing it with a surprising amount of force. The pressure spun her around and she found herself looking at her friends rather than the Princess.

"Oh, very cute trick, Princess." Rarity spun back to find Celestia still reading and sipping as if nothing had happened.

Rarity summoned a bubble of energy around herself, and then planted her hooves again. After a few seconds of grunting she fired a brilliant blue laser at the Princess.

A golden pyramid made of pure magic materialized in front of Celestia, and the laser hit it dead-on, splitting into multiple fragmented bolts and smacking into many pieces of wall and furniture, but not the Princess.

Rarity frowned. "Well," she turned to her friends, "don't just stand there!"

Even as the sentence left her mouth, a bright bubble of magic surrounded every pony but Rarity. The color was immediately recognizable.

Rarity turned back around to find Shining Armor walk out from behind a pillar, his horn glowing brightly, and a thick metal apparatus secured around his waist.

"Why, Shining, how nice to see you! New fashion statement?"

"Chastity belt," he said coldly.

"Eww, even_ I'm_ not turned on by that! …Well, maybe a little…"

"Well, after the Princess told me about how you _raped an entire town_, I figured I should take some precautions."

"It's not rape if you wanted it!" Rarity smiled.

"That's how a lot of psychopaths justify themselves," Shining spat.

"Now, Captain, no need to be so harsh to our guest." Celestia finally folded her paper and turned to Rarity. "It just so happens I'm in a good mood, and I could use a minor distraction. So how about we play a little game?"

Rarity raised an eyebrow.

"I haven't had anyone to play this one with in quite some time. Or at least, no _worthy_ opponents. If you win, I'll forgive your numerous, repeated, perverse crimes." Celestia smiled. "But if I win, you have to submit to whatever punishment I feel appropriate, without resisting arrest."

Rarity glanced at the bubble that contained her friends, all of whom shook their heads.

"And, uhm, what exactly is the nature of this game?"

Celestia stood up to her full height and strolled forward. "I think you'll like it a lot. I used to play it quite often, but I got too good at it." Celestia was a few feet from Rarity now. She leaned her head down slightly. "It's called _Tie Goes to the Cummer._ We each get ten minutes to make the other orgasm, and whoever does so fewer times wins."

"Why, Princess, I never imagined all those rumors about your sexual side were true!" Rarity smiled coyly. "I thought all those tales of 'Princess Molestia' were merely idle gossip."

Celestia stood back up. "Then it shouldn't be too hard to beat me, should it?"

Rarity stared at the princess. Her expression remained unreadable. It was clear, however, that a physical confrontation wasn't going to work. Rarity glanced back at her trapped comrades, who once again shook their heads.

"Alright, deal."

Celestia smiled. Like her laugh, it was nowhere near as diplomatic or restrained as her usual, unedited smiles. It was insulting, threatening, and condescending, though it still managed to be slightly coy and beautiful. "Very well then; Rarity, Element of Generosity, you may have the first turn."


	8. Please Please Please

**Please, Please, Please**

BY: cleverpun

"So ten minutes? Ten minutes is all I have to play with you?" Rarity smiled. "I suppose I better make them count then." Her eyes flashed green and suddenly she was disguised as Twilight.

Celestia yawned.

Rarity frowned. There wasn't a twinge of emotion from the Princess, lusty or otherwise.

"Right, Twilight used to be a virgin. Should've known better." Another glow and she was disguised as Cadance. Again she sensed no emotion from Celestia.

"Oh, I get it, used to ponies, probably?" Suddenly Rarity was disguised as Discord.

Celestia chuckled. "As if I would ever be attracted to that virgin…"

Rarity smirked. "Now now, let's not get _cocky_, Princess." Another glow and Rarity had returned to her usual form. In a sudden burst of blue light she vanished.

"At least, not yet." Rarity reappeared underneath Celestia, and suddenly a dozen ropes of pure magic sprouted out of her mane and back. They were translucent yet still solid-looking, a pale whitish-blue. They began to wrap around the Princess and as they did they also began to swell and lengthen.

Celestia threw back her head and let loose another of those insulting laughs. "_Tentacles?_ How quaint. I really expected more than clichés from you, after all I had heard."

Rarity ordered a tendril into Celestia's mouth, but it didn't fully muffle her continued chortles. Another forced it's way in, and another, but Celestia's throaty chuckles were unabated.

Rarity ordered another trio of tentacles into each of the Princess' other orifices, and they all began to pulse and squirm and piston into the uppity monarch. Rarity scrunched her eyes as she summoned another dozen to help hold the Princess aloft. She could feel the sensations from all of the magical appendages, and it was hard to keep track of which was doing what lewd activity. She started breathing heavily, lamentably not from arousal.

Rarity didn't bother to look at the Princess. She couldn't feel any emotion, but she could feel heat and sweat starting to drip off the body suspended above her. She began to smell a familiar smell, and the scents and sounds and sensations started to get her a little flustered. She ordered her tentacles deeper into the Princess' body. A little twitch there, a little rub here, a few—

Suddenly there was a flash of bright, golden light. When Rarity opened her eyes, all her tentacles had vanished.

Celestia was standing a few feet away, looking as pristine as she had when Rarity walked in. A smirk crept across her mouth. "Time's up, changeling."

"Says who?"

Celestia waved a hoof at Shining Armor, who was holding a stopwatch and a clipboard in his magic. He flipped the watch around and it had indeed hit zero.

"Captain, why don't you tell our contestant what her score was."

Shining lazily stared at the clipboard for a moment then glared at Rarity. "Zero."

"What!? Impossible!"

Celestia chuckled. "Oh, don't worry, Rarity. With a score like that you're actually in the ninetieth percentile of my opponents. Now, I do believe it is my turn."

Rarity heard the metallic clink of the watch being wound. "I don't suppose I could get a redo on my turn?"

"There is only another round if we tie. You're free to restrain yourself, of course. Captain?"

"Ready," Shining said.

Rarity flipped her mane. "It's fine, I'm sure you'll—" Suddenly Rarity gasped and her knees buckled. The blast of pleasure had come and gone in an instant, but it had been almost painfully intense.

"Wh-what the…" Rarity was breathing too hard to finish her sentence. Not that it mattered, since another shock of directionless pleasure hit every inch of her body.

"You like it?" Celestia grinned. "Direct stimulation of neural pleasure centers via telekinesis. Micron-length magic. Not easy, you know. The results are worth it, however: all pleasure, no orgasm."

"Th-that's not fair." Rarity whimpered. Her body was motionless, save the occasional quiver. Every muscle burned, but her mind was too hazy to tell with what.

"All's fair and love and war, isn't it? All the more in both. Tell me," Celestia's horn flashed and Rarity's body contorted briefly while she let out another gasp, "Did you really believe those rumors? Or did your overconfidence come from elsewhere?"

Rarity answered with a few shallow breaths. She was slumped on her side now, unable to do much of anything except whimper. Celestia answered with another pinprick of pleasurable magic. And another. And a third. By the time they stopped Rarity was too exhausted to close her mouth, and her drool had started to slowly pool on the floor.

Celestia smiled. "Just because I have ponies throwing themselves at me doesn't mean I don't respect my subjects. It most certainly doesn't mean I spend my time raping passerby." Celestia sent another burst of pleasure through Rarity's body and the unicorn's eyes briefly rolled back into her head.

"Uhhnn…"

"But then, the rumor mill has churned out far worse things about me in my time. 'Princess Molestia' is really rather tame, in addition to being blatantly false.

"It takes a lot of self-control to be royalty. One reason I was always a little too good at this game. And of course, back in the day, fornicating was a much more popular activity"

Rarity squirmed on the floor, but her body was too sore to accomplish anything.

"What's that, Rarity? Oh, right, guess you still haven't actually come yet." Celestia condensed her magic aura into a very familiar shape and began to work it towards and into Rarity's body. The effects were immediate and spectacular.

Rarity gasped. "I-I'm…I'm…I'm announcing my orgasm!?" The cliché had just enough time to horrify her before Celestia stopped pistoning the magic rod into her.

"Time's up," Shining announced.

"Oh dear, guess it's a tie then." Celestia smirked. "Care to start the next round, Rarity?"

Rarity whimpered, quivered, but couldn't get her body to move. Her horn flickered briefly and then grew dark.

"Oh my! Does this mean you are forfeiting your turn?" The smirk never left Celestia's face.

"P-please…I…"

"Guess I'll take my next one then."

Rarity felt the magical toy inside her body start to shift and grow. She tried to lift her head but was unsuccessful. She was just so damn tired. All her muscles ached and burned. Trying to move them had no effect.

The magic dildo started to piston in and out of her, and just before she had gotten used to it she felt another of those nerve-wracking crashes of pleasure across her body. She felt her back arch involuntarily, but she didn't have the energy to move it back. She felt a gasp escape her mouth, but didn't have the energy to close it. All those explosions of stimulation had left her body feeling incredibly used, even though her nethers ached for release.

"My record for the fifteen minute round is sixty-seven." Celestia leaned down, and Rarity felt hot breath on her ear. "A lightweight like you would never stay conscious past forty, so I have a better idea."

Rarity let out a quiet whimper.

"I think I'm going to see if I can get you to pass out without any orgasms at all. Doesn't that sound fun?"

"I can't…"

"You've had so many orgasms the past few weeks, think of this as balancing the scales."

Another bursting crashing waving surge of pleasure rode across Rarity, spreading from her head to hooves in an instant. She felt the magic dildo writhe inside her, and she gasped, and then suddenly she felt Celestia's tongue crawling across her mouth. It felt amazing. It felt wonderful. It was beyond words.

Then suddenly it stopped. The magic and motion and tongue tore away from her and she felt empty. She was so close to cumming and an instant later she was as far away from it as she had ever been.

It was even worse the second time. And the third was worse than that. Rarity lost count after that. She was too tired to cry or count or cum or move or even black out. But Celestia didn't seem to mind.

When Rarity woke up, her body was numb. No, numb was too light a word for what her body felt like. It was like she had been hit by lightning, then dipped in ice water, and then repeated that process a dozen times. It felt horrible and pleasant and tiring.

"Aha, you're awake!"

"Princess? Where am I?"

"Oh, no, I didn't go too hard on you did I? I was trying to avoid short-term memory loss so your punishment would be more effective."

Rarity's eyes snapped open at that word. The memories rushed back at the sight of the throne room, and she picked her head up out of the puddle of drool it had been laying in. She peeled herself off the floor, and she could feel every follicle in her coat unglue itself from the tile as sweat fell off her body.

She looked around, and Celestia was sitting on her throne, sipping that same cup of tea. Her entourage remained in the force field, and Shining stood off to the side, a stoic expression on his face.

Rarity lowered her head. She had lost. Spectacularly at that.

"How do you feel?" Celestia asked.

"I… I don't know. Was that what I was doing to everypony? I feel horrible, physically speaking."

"Your friends' mental scars are what I'd be more concerned with." Another sip. "But fret not, I think I picked out the perfect punishment."

"Well, I certainly feel punished."

Celestia smiled. It was a restrained, diplomatic smile. The type she usually wore. "That wasn't your punishment."

"WHAT?"

"Well, not all of it."

Out of nowhere a pitch-black collar made of cold metal clamped around Rarity's neck. A sharp pain lanced through her body, and just as quickly it was gone.

What the buck is this!?" Rarity tried to pull the metal band off, but it did not budge. She tried to grasp it in her magic and the blue glow quickly fizzled away.

"Unicornium necklace. Made it myself. It laced with three-hundred-and-twelve enchantments of various types. The short version is that you can't use your changeling powers, or boost your regular magic with emotional energy." Celestia took a llllllllong slurp of her tea. "And of course, no orgasms."

Rarity froze. "What."

"Go ahead, try it." Celestia's expression was neutral.

Rarity bit her lip. Her curiosity quickly overrode her fear and fatigue, however, and she sat down and started working her hoof downward.

Her body was still sensitive from the aftermath of all her non-orgasms. There was no shortage of lubrication, either. Before long her hoof was nearly a blur, her breathing was heavy, her body was on fire.

Then it stopped. Her hoof froze, her chest jerked forward, and her breathing became shallow. She felt a few strands of her mane pop out of place as she involuntarily tore herself away from her own orgasm.

"Unpleasant, isn't it?"

"I…I could make a fetish out of this…"

"You're welcome to try. I had a denial phase myself for a while. It's not as fun without a partner of course. And I made sure to make the cutoff especially jarring. All the right synapses just stop firing."

Rarity was silent.

Celestia put down her teacup. "Now, as for part two—"

"P-part two?"

"Twenty-thousand hours of community service, the nature of which I'll decide as it goes."

Rarity was speechless.

"That's it!?" Shining shouted. "She raped an entire town and you give her community service!?"

"And what would you suggest?" Celestia said dryly.

"Well, the minimum punishment for rape is ten years, and the population of Ponyville is about three-hundred ponies… I don't know what the law says about raping princesses or their sister-in-laws, but we could always double the sentence to be safe."

"Captain, you know as well as I do that imprisoning Rarity would render the Elements useless."

Celestia held up her hoof, cutting off his response before it began.

She approached the forcefield. "As for part three, I have just the memory spell for each of you. I already sent a team of social workers and memory mages to Ponyville before our little game started."

"But, Princess!" Twilight pressed herself up against the barrier. "I can't go back to being a virgin! I'll never get the nerve to ask anypony out by myself!"

Celestia raised an eyebrow.

"She asked me nicely before we did it! I said 'yes.' Don't wipe my memories, I won't even have sex with her, that much. She didn't even hypnotize me or anything!"

"You don't need to use magic to manipulate somepony, Twilight. Your behavior makes that clear."

Twilight opened her mouth to argue, but Celestia held up a hoof.

"I know what you are thinking, my faithful student. Things are never so simple, however. You may think being under her sway is a good idea, but as an outside observer I can see otherwise." Celestia leaned towards Twilight. "I know you may not see it right now, but you will be better off as you were before. Being coerced into giving your virginity to some sex addict, whether by mind magic or mundane manipulation, is an experience you will be better off without. Now brace yourself."

Twilight scrunched her eyes shut. Celestia's horn flashed, and Twilight fell unconscious.

The Sun Princess turned to Luna. "Need I give you the same lecture, sister?"

Luna slowly shook her head, though she bit her lip and quivered noticeably as she closed her eyes. A bright flash later and she too was slumped on the floor.

Celestia turned to ask about the rest of them, but found that Applejack and Rainbow Dash were preoccupied with each other, Fluttershy and Chrysalis were likewise engaged, and Cadance and Pinkie had restrained themselves to sloppily making out.

Celestia sighed and moments later all the ponies had fainted.

Chrysalis looked around at her fainted former comrades and shrugged. "Well, it was a good run. Turned out better than I expected, really."

"I'm sure that will comfort you in the dungeon," Celestia said. She nodded slightly and Shining shrunk his field down to single-pony size before carrying the former Queen out of the room.

Rarity suddenly found Celestia towering over her.

"If you tell any of them the truth they won't believe you. I made sure of it."

Rarity nodded listlessly.

"I know this wasn't entirely your fault, Rarity. But your poor impulse control and libido don't excuse what you did. All actions have consequences, after all."

Rarity did not respond.

"For what it's worth…I'm sorry." Celestia horn lit up, and there a final flash of golden light.

Rarity woke up in her bedroom. She sat bolt upright and flung aside her covers. She made it to her mirror in a few steps and looked into it.

The necklace was still there.


	9. Good Things, Baby (Alternate Ending)

**Good Things, Baby**

BY: cleverpun

"Alright, you can open your eyes now."

Celestia did so, and Rarity was pleased to see that the Princess' sclera had turned a lovely shade of mint green.

Rarity smirked. "So, Celestia. How do you feel?"

Celestia blinked slowly before answering. "Horny," she said at last.

Rarity clapped her hooves together. "Wonderful! I'm so glad I bothered to learn how to do changeling hypnosis properly. All that conveniently short training with Chrysalis paid off. Really is so much easier than what I had to use on Pinkie and Applejack."

Rarity flipped her mane aside and glanced around the throne room. "And where did Shining get off to?"

"He was muttering something about reinforcements. He threw up a wall to prevent us from following him. Should I go after him, Rarity?" Cadance asked.

Rarity sauntered over to Celestia's throne. "On the contrary, reinforcements sound marvelous. All those athletic guardsponies will give the rest of you something to do while I break in the ex-Princess." Rarity pulled herself onto Celestia's throne, rather awkwardly since it was a fair bit taller than her. Once she was up there she spread her legs and her eyes flashed green for a brief moment.

"Well, you heard me, Celestia. You are quite horny, after all."

Celestia didn't move for a long moment. Finally, after another long blink, she walked over to Rarity and sat down.

"You really should've just let me do it the sexy way. Mind control is so inelegant. Plebian, even." Rarity smiled. "Well, get started."

"…Yes, Rarity," Celestia muttered.

Rarity glanced at her entourage, milling about waiting for her permission to do something, several of them getting visibly aroused by Celestia's mechanical display. Quivering, even.

"I don't suppose it would be gauche for all of you to call me 'Queen Rarity' from now on?"

Everypony shook their heads in unison. Save Celestia, who was using more of a licking piston-y motion than a shake.

Rarity smiled again. "I thought not."


End file.
